SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LINDSAY MARTIN M

(Last) (First) (Middle)
1400 TOASTMASTER DR

(Street)
ELGIN IL 60120

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MIDDLEBY CORP [ MIDD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/20/2012 F (1) 481 D $99 21,954 D
Common Stock 08/13/2012 M 600 A $5.255 (2) 22,554 D
Common Stock 08/13/2012 M 15,000 A $26.965 (3) 37,554 D
Common Stock 08/13/2012 F (4) 4,768 D $116.64 32,786 D
Common Stock 08/14/2012 S 10,000 D $114.73 22,786 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Buy $5.255 (2) 08/13/2012 M (2) 600 03/05/2003 (2) 03/05/2013 (2) Common Stock 600 (2) 15,000 D
Option to Buy $26.965 (3) 08/13/2012 M (3) 15,000 02/28/2005 (3) 02/28/2015 (3) Common Stock 15,000 $0 (3) 0 D
Explanation of Responses:
1. Transaction related to the surrender of shares to fund reporting person's tax liability related to a restricted stock vesting.
2. Transaction represents the exercise of vested stock options. On March 5, 2003, reporting person was granted incentive stock options to purchase 3,000 shares of common stock that carried an exercise price of $5.255, the fair market value of Middleby common stock on the date of grant, with an expiration date of March 5, 2013. The option grant vested in 20% increments over a five year period following the grant date.
3. Transaction represents the exercise of vested stock options. On February 28, 2005, reporting person was granted options to purchase 20,000 shares of common stock that carried an exercise price of $26.965, the fair market value of Middleby common stock on the date of grant, with an expiration date of February 28, 2015. The option vested in full in 25% increments based on achievement of stock price targets.
4. Transaction related to the surrender of shares to fund reporting person's tax liability related to an exercise of stock options.
Martin M. Lindsay 08/16/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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